<PAGE>
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES (AS DEFINED BELOW). THE OFFER (AS DEFINED BELOW) IS BEING MADE
SOLELY PURSUANT TO THE OFFER TO PURCHASE, DATED OCTOBER 2, 2000, AND THE RELATED
LETTER OF TRANSMITTAL (AND ANY AMENDMENTS OR SUPPLEMENTS THERETO), AND IS BEING
MADE TO ALL HOLDERS OF SHARES. THE PURCHASER (AS DEFINED BELOW) IS NOT AWARE OF
ANY STATE WHERE THE MAKING OF THE OFFER IS PROHIBITED BY ADMINISTRATIVE OR
JUDICIAL ACTION OR PURSUANT TO ANY VALID STATE STATUTE. IF THE PURCHASER BECOMES
AWARE OF ANY VALID STATE STATUTE PROHIBITING THE MAKING OF THE OFFER OR THE
ACCEPTANCE OF THE SHARES PURSUANT THERETO, THE PURCHASER WILL MAKE A GOOD FAITH
EFFORT TO COMPLY WITH SUCH STATUTE OR SEEK TO HAVE SUCH STATUTE DECLARED
INAPPLICABLE TO THE OFFER. IF, AFTER SUCH GOOD FAITH EFFORT, THE PURCHASER
CANNOT COMPLY WITH SUCH STATE STATUTE, THE OFFER WILL NOT BE MADE TO (NOR WILL
TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES IN SUCH STATE. IN
ANY JURISDICTION WHERE THE SECURITIES, "BLUE SKY" OR OTHER LAWS REQUIRE THE
OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE
MADE ON BEHALF OF THE PURCHASER BY CHASE SECURITIES INC. (THE "DEALER MANAGER"),
OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL SHARES OF COMMON STOCK AND UNIT VOTING COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
AND
ALL SHARES OF SERIES A CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
AND SERIES B CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF
URBAN SHOPPING CENTERS, INC.
AT
$48.00 NET PER SHARE
BY
HEAD ACQUISITION, L.P.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
RODAMCO NORTH AMERICA N.V.
Head Acquisition, L.P., a Delaware limited partnership (the "Purchaser") and
an indirect wholly-owned subsidiary of Rodamco North America N.V., a company
organized under the laws of the Netherlands ("Rodamco NV"), hereby offers to
purchase all of the issued and outstanding (i) shares of common stock, par value
$.01 per share (the "Public Common Shares"), including the associated preferred
share purchase rights (the "Rights") issued pursuant to the Rights Agreement,
dated May 5, 1999 (as amended, the "Rights Agreement", between Urban Shopping
Centers, Inc., a Maryland corporation ("Urban"), and First Chicago Trust Company
of New York, as Rights Agent, (ii) shares of unit voting common stock, par value
$.01 per share (the "Unit Voting Shares" and, together with the Public Common
Shares, the "Common Shares"), including the associated Rights, (iii) shares of
Series A Cumulative Convertible Redeemable Preferred Stock, par value $.01 per
share including the associated Rights (the "Series A Preferred Shares"), and
(iv) shares of Series B Cumulative Convertible Redeemable Preferred Stock, par
value $.01 per share (the "Series B Preferred Shares" and, together with the
Series A Preferred Shares, the "Preferred Shares"; the Preferred Shares and the
Common Shares, together, the "Shares") of Urban (other than those Shares then
owned by Rodamco NV and its affiliates), at a purchase price of $48.00 per
Share, net to the seller in cash (less any required withholding taxes), without
interest thereon (such amount, or any greater amount per Share paid pursuant to
the Offer, the "Per Share Amount"), upon the terms and subject to the conditions
set forth in the Purchaser's
<PAGE>
Offer to Purchase, dated October 2, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, as amended or supplemented from time to
time, together constitute the "Offer"). Unless the context otherwise requires,
all references to the Common Shares shall include the associated Rights.
Stockholders of record who tender directly to the Depositary (as defined below)
will not be obligated to pay brokerage fees or commissions or, subject to
Instruction 6 of the Letter of Transmittal, share transfer taxes, if any, on the
purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who hold
their Shares through a broker or bank should consult such institution as to
whether it charges any service fees. The Purchaser will pay all charges and
expenses of the Dealer Manager, ChaseMellon Shareholder Services, L.L.C., which
is acting as depositary (the "Depositary"), and MacKenzie Partners, Inc., which
is acting as the information agent (the "Information Agent"), incurred in
connection with the Offer. Following the consummation of the Offer, the
Purchaser intends to effect the Merger (as defined below).
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME ON FRIDAY, OCTOBER 30, 2000, UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER COMMON SHARES
WITH VOTING POWER ENTITLED TO CAST AT LEAST 66 2/3% OF THE VOTES ENTITLED TO BE
CAST ON THE MERGER (THE "MINIMUM CONDITION") AND (II) THE EXPIRATION OR
TERMINATION PRIOR TO THE EXPIRATION OF THE OFFER OF ANY APPLICABLE WAITING
PERIODS UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED. THE OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THE
OFFER TO PURCHASE. SEE THE INTRODUCTION AND SECTION 14 OF THE OFFER TO PURCHASE.
A SPECIAL COMMITTEE, COMPRISED SOLELY OF DISINTERESTED DIRECTORS OF THE
BOARD OF DIRECTORS (THE "BOARD") OF URBAN, HAS DETERMINED THAT THE MERGER
AGREEMENT (AS DEFINED BELOW), THE OFFER, THE MERGER AND THE OTHER TRANSACTIONS
CONTEMPLATED THEREBY, TAKEN TOGETHER ARE FAIR TO, AND ADVISABLE AND IN THE BEST
INTERESTS OF URBAN AND ITS STOCKHOLDERS (OTHER THAN HOLDERS OF UNIT VOTING
SHARES), AND HAS VOTED TO RECOMMEND TO THE BOARD THAT THE BOARD APPROVE THE
MERGER AGREEMENT, THE OFFER, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED
THEREBY, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE MERGER AGREEMENT.
THE BOARD HAS DETERMINED THAT THE MERGER AGREEMENT, THE OFFER, THE MERGER
AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY, TAKEN TOGETHER, ARE FAIR TO,
ADVISABLE AND IN THE BEST INTERESTS OF URBAN AND ITS STOCKHOLDERS AND HAS VOTED
TO APPROVE THE MERGER AGREEMENT AND RECOMMEND ACCEPTANCE AND APPROVAL BY THE
HOLDERS OF COMMON SHARES OF THE MERGER AGREEMENT, THE OFFER, THE MERGER AND THE
OTHER TRANSACTIONS CONTEMPLATED THEREBY.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of September 25, 2000 (the "Merger Agreement"), by and among Rodamco NV,
Hexalon Real Estate, Inc., a Delaware corporation an indirect wholly-owned
subsidiary of Rodamco NV ("Hexalon"), the Purchaser, Head Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Hexalon ("Head Acquisition
Corp"), Urban and Urban Shopping Centers, L.P., an Illinois limited partnership
("Urban OP"). Pursuant to the Merger Agreement, if the Purchaser and certain of
its affiliates shall have the right to acquire or otherwise own, pursuant to the
Offer or otherwise, in the aggregate, Common Shares entitled to cast at least
90% of the votes entitled to be cast on the Merger, the Purchaser shall assign
the rights to acquire Shares tendered in the Offer to Head Acquisition Corp and
Head Acquisition Corp shall acquire the Shares tendered pursuant to the Offer.
In such event, references to the Purchaser shall mean Head Acquisition Corp. If
the Purchaser acquires the Common Shares tendered pursuant to the Offer, Urban
shall merge (the "Partnership Merger") with and into the Purchaser with the
Purchaser surviving in accordance with Maryland General Corporation Law (the
"MGCL") and the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"),
pursuant to which each issued and outstanding Share shall be converted into the
right to receive the applicable Per Share Amount upon the terms and conditions
provided in the Merger Agreement.
<PAGE>
If Head Acquisition Corp acquires the Common Shares tendered pursuant to the
Offer, Head Acquisition Corp shall merge (the "Corporate Merger") with and into
Urban with Urban surviving in accordance with the MGCL and Delaware General
Corporation Law (the "DGCL"), pursuant to which each outstanding Share shall be
converted into the right to receive the applicable Per Share Amount upon the
terms and subject to the conditions provided in the Merger Agreement. Following
the Corporate Merger, Urban shall immediately merge with and into the Purchaser,
with the Purchaser surviving, in accordance with, the MGCL, the DRULPA and the
DGCL (the "Alternative Partnership Merger") (the Partnership Merger or the
Corporate Merger and the Alternative Partnership Merger, the "Merger"). At the
effective time of the Merger (the "Effective Time"), and without any action on
the part of the Purchaser or the holder of Shares, each Share issued and
outstanding immediately prior to the Effective Time (other than Shares held by
Hexalon, the Purchaser, Head Acquisition Corp, Urban or any of their respective
subsidiaries), other than Shares, if any, held by stockholders who validly
perfect their appraisal rights, if any, under Maryland law, will be converted
into the right to receive the applicable Per Share Amount, in cash, without
interest thereon. The Merger Agreement is more fully described in the Offer to
Purchase.
Contemporaneously with the execution and delivery of the Merger Agreement,
certain stockholders of Urban and holders of units of partnership interests in
Urban OP ("each a Holder"), Urban, Rodamco NV, Hexalon, the Purchaser and Head
Acquisition Corp entered into a Voting Agreement, dated as of September 25,
2000, pursuant to which, upon the terms and subject to the conditions set forth
therein, among other things, each Holder has agreed that it will tender all of
his, her or its Shares including Common Shares obtained upon exchange of certain
of their common units of limited partnership interest in Urban OP, pursuant to
the Offer. As a result, the Holders are obligated to tender Common Shares
constituting approximately 42% of the votes represented by the issued and
outstanding Common Shares as of September 25, 2000. For purposes of determining
whether the Minimum Condition has been satisfied; however, there Shares (which
include certain Unit Voting Shares that will convert by their terms into Public
Common Shares upon the purchase of such Shares by Head Acquisition LP in the
Offer) will represent approximately 22% of the votes entitled to be cast on the
Merger.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered to the Purchaser and not
properly withdrawn if, as and when the Purchaser gives oral or written notice to
the Depositary, the Purchaser's acceptance of such Shares for payment pursuant
to the Offer. In all cases, upon the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price for the Shares with the Depositary, which will act
as agent for tendering stockholders for the purpose of receiving payment from
the Purchaser and transmitting payment to validly tendering stockholders. UNDER
NO CIRCUMSTANCES WILL THE PURCHASER PAY INTEREST ON THE PURCHASE PRICE FOR
SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH
PAYMENT. In all cases, the Purchaser will pay for Shares only after timely
receipt by the Depositary of (i) certificates representing such Shares ("Share
Certificates") or timely confirmation of the book-entry transfer of such Shares
into the Depositary's account at the Book Entry Transfer Facility (as defined in
the Offer to Purchase) pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry transfer of such Shares and (iii) any other documents required by the
Letter of Transmittal.
IF ANY STOCKHOLDER WANTS TO TENDER SHARES IN THE OFFER AND THE SHARE
CERTIFICATES ARE NOT IMMEDIATELY AVAILABLE OR TIME WILL NOT PERMIT ALL REQUIRED
DOCUMENTS TO REACH THE DEPOSITARY ON OR BEFORE THE EXPIRATION DATE (AS DEFINED
BELOW) OR THE PROCEDURES FOR BOOK-ENTRY TRANSFER CANNOT BE COMPLETED ON TIME,
SUCH STOCKHOLDER MAY TENDER SUCH SHARES BY FOLLOWING THE PROCEDURES FOR
GUARANTEED DELIVERY SET FORTH IN SECTION 3 IN THE OFFER TO PURCHASE.
Pursuant to the Merger Agreement, the Purchaser has agreed that it shall
not, and Rodamco NV and Hexalon have agreed that they shall cause the Purchaser
not to, among other things, extend the Offer if all of the conditions set forth
in the Merger Agreement are satisfied, except that, without the consent of
<PAGE>
Urban or the Board, the Purchaser may (i) extend the Offer, if at the scheduled
Expiration Date of the Offer any of the conditions to the Offer shall not have
been satisfied or waived, until such time as such conditions are satisfied or
waived, (ii) extend the Offer for any period required by any rule, regulation,
interpretation or position of the Securities and Exchange Commission or the
staff thereof applicable to the Offer or (iii) extend the Offer up to ten (10)
Business Days (as defined in the Merger Agreement) beyond the initial Expiration
Date or the latest expiration date that would otherwise be permitted under
clauses (i) and (ii) above, if, on such expiration date, the Common Shares
validly tendered pursuant to the Offer and not withdrawn are sufficient to
satisfy the Minimum Condition but are entitled to cast less than 90% of the
votes entitled to be cast on the Merger. So long as the Merger Agreement is in
effect, the Offer has been commenced and the conditions to the Offer set forth
in the Merger Agreement have not been satisfied or waived, the Purchaser shall
cause the Offer not to expire, subject, however, to the Purchaser's right of
termination under the Merger Agreement. The Purchaser, pursuant to such
extensions, may thereby delay acceptance for payment of and payment for any
Shares, by giving oral or written notice of such extension to the Depositary.
Any such extension will be followed as promptly as practicable by public
announcement thereof, and such announcement will be made no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. During any such extension, all Shares previously
tendered and not properly withdrawn will remain subject to the Offer, subject to
the right of a tendering stockholder to withdraw such stockholder's Shares. The
Purchaser may, in addition, provide a "subsequent offer period" (as contemplated
by Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of not less than three (3) Business Days and not more than ten
(10) Business Days following its acceptance for payment of Shares in the Offer;
PROVIDED, that doing so shall not require any extension of what would otherwise
be the final expiration date of the Offer. The term "Expiration Date" means
12:00 midnight, New York City time, on Monday, October 30, 2000, unless and
until the Purchaser, subject to the terms of the Merger Agreement, shall have
further extended the period of time for which the Offer is open, in which event
the term "Expiration Date" shall mean the time and date at which the Offer, as
so extended by the Purchaser, shall expire.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time on or before
the Expiration Date (or the latest time and date at which the Offer, if extended
by the Purchaser, shall expire). If, for any reason, acceptance for payment of
any Shares tendered in the Offer is delayed, or the Purchaser is unable to
accept for payment or pay for Shares tendered in the Offer, then, without
prejudice to the tendering holder's rights, the Depositary may, nevertheless, on
the Purchaser's behalf, retain such tendered Shares, and the tendering holder of
such Shares may not withdraw such Shares except to the extent such tendering
holder is entitled to and duly exercises withdrawal rights as described in
Section 4 of the Offer to Purchase. Any such delay will be by an extension of
the Offer to the extent required by law. In order for a withdrawal to be
effective, a written or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the back
cover of the Offer to Purchase. Any such notice of withdrawal must specify the
name of the person who tendered the Shares to be withdrawn, the number of Shares
to be withdrawn, and (if Share Certificates have been tendered) the name of the
registered holder of the Shares as set forth in the Share Certificate, if
different from that of the person who tendered such Shares. If Share
Certificates have been delivered or otherwise identified to the Depositary, then
prior to the physical release of such Share Certificates, unless the Shares have
been tendered for the account of an Eligible Institution (as defined in the
Offer to Purchase), the tendering stockholder must submit the serial numbers
shown on the particular Share Certificates evidencing the Shares to be withdrawn
and an Eligible Institution must guarantee the signature on the notice of
withdrawal. If Shares have been tendered pursuant to the procedures for
book-entry transfer as set forth in Section 3 of the Offer to Purchase, the
notice of withdrawal must also specify the name and number of the account at the
Book Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the Book Entry Transfer Facility's procedures, in which
case a notice of withdrawal will be effective if delivered to the Depositary by
any method of delivery described in this paragraph. Withdrawals of Shares may
not be rescinded. Any Shares properly withdrawn will be considered not validly
tendered for purposes of the Offer, but may be tendered again at any time before
the Expiration
<PAGE>
Date by following any of the procedures described in Section 3 of the Offer to
Purchase. All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. None of the
Purchaser, nor any of its affiliates or assigns, the Dealer Manager, the
Depositary, the Information Agent or any other person or entity will be under
any duty to give any notification of any defects or irregularities in any notice
of withdrawal or incur any liability for failure to give any such notification.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OF
THE STOCKHOLDERS OF URBAN. ANY SUCH SOLICITATION WILL BE MADE ONLY PURSUANT TO
SEPARATE PROXY MATERIALS PURSUANT TO THE REQUIREMENTS OF SECTION 14 (A) OF THE
EXCHANGE ACT.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
Urban has provided the Purchaser with Urban's stockholder lists and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
lists or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND URBAN'S
SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (WHICH INCLUDES THE
RECOMMENDATION OF THE BOARD AND THE REASONS THEREFOR) CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Dealer Manager or the
Information Agent at their respective telephone numbers and addresses listed
below and copies will be furnished at the Purchaser's expense. The Purchaser
will not pay any fees or commissions to any broker, dealer or other person other
than the Dealer Manager or the Information Agent for soliciting tenders of
Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: [email protected] or
CALL TOLL-FREE: (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017
Call Collect: (212) 270-0895
October 2, 2000
